<PAGE>






                                    BY-LAWS


                                      OF

                                 CINERGY CORP.







Adopted:    October 24, 1994
Amended:    January 25, 1996
Amended:    December 18, 1997
Amended:    April 22, 1998
Amended:    October 15, 1998
Amended:    April 21, 1999
Amended:    April 27, 2000
Amended:    December 14, 2000


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                              TABLE OF CONTENTS

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                                  ARTICLE I
                          OFFICES AND HEADQUARTERS

Section 1.1 Offices....................................................................    1
        1.2 Headquarters...............................................................    1

                                 ARTICLE II
                                STOCKHOLDERS

Section 2.1 Annual Meeting.............................................................    2
        2.2 Special Meetings...........................................................    4
        2.3 Notice of Meetings.........................................................    4
        2.4 Quorum.....................................................................    6
        2.5 Voting.....................................................................    6
        2.6 Presiding Officer and Secretary............................................    7
        2.7 Proxies....................................................................    8
        2.8 List of Stockholders.......................................................    8

                                 ARTICLE III
                                  DIRECTORS

Section 3.1 Number of Directors........................................................    9
        3.2 Election and Term of Directors.............................................    9
        3.3 Vacancies and Newly Created Directorships..................................   11
        3.4 Resignation................................................................   12
        3.5 Meetings...................................................................   12
        3.6 Quorum and Voting..........................................................   13
        3.7 Written Consent of Directors in Lieu of a Meeting..........................   13
        3.8 Compensation...............................................................   14
        3.9 Contracts and Transactions Involving Directors.............................   14

                                 ARTICLE IV
                    COMMITTEES OF THE BOARD OF DIRECTORS

Section 4.1 Appointment and Powers.....................................................   15

                                  ARTICLE V
                       OFFICERS, AGENTS AND EMPLOYEES

Section 5.1 Appointment and Term of Office.............................................   16
        5.2 The Chairman of the Board..................................................   17
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                                       i

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Section 5.3 Vice-Chairman..............................................................   18
        5.4 Chief Executive Officer....................................................   18
        5.5 The President..............................................................   18
        5.6 The Vice-Presidents........................................................   19
        5.7 The Secretary..............................................................   19
        5.8 The Treasurer..............................................................   20
        5.9 The Comptroller............................................................   21
       5.10 Resignation, Compensation and Bond.........................................   21

                                 ARTICLE VI
                              INDEMNIFICATION

Section 6.1 Indemnification of Directors, Officers, Employees and Agents...............   22
        6.2 Advances for Litigation Expenses...........................................   24
        6.3 Indemnification Nonexclusive...............................................   25
        6.4 Indemnity Insurance........................................................   25
        6.5 Definitions................................................................   25


                                 ARTICLE VII
                                COMMON STOCK

Section 7.1 Certificates...............................................................   26
        7.2 Transfers of Stock.........................................................   27
        7.3 Lost, Stolen or Destroyed Certificates.....................................   27
        7.4 Stockholder Record Date....................................................   27
        7.5 Beneficial Owners..........................................................   29

                                ARTICLE VIII
                                    SEAL

Section 8.1 Seal.......................................................................   30

                                 ARTICLE IX
                              WAIVER OF NOTICE

Section 9.1 Waiver of Notice...........................................................   30

                                  ARTICLE X
                                 FISCAL YEAR

Section 10.1 Fiscal Year...............................................................   31
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                                      ii

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                                 ARTICLE XI
                           CONTRACTS, CHECKS, ETC.

Section 11.1 Contracts, Checks, etc....................................................   31

                                 ARTICLE XII
                                 AMENDMENTS

Section 12.1 Amendments................................................................   31

                                ARTICLE XIII
                                  DIVIDENDS

Section 13.1 Dividends.................................................................   33
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                                      iii


<PAGE>

                                   BY-LAWS

                                     OF

                      CINERGY CORP. (THE "CORPORATION")


                                  ARTICLE I

                          OFFICES AND HEADQUARTERS

                  SECTION 1.1 OFFICES. The location of the Corporation's
principal office shall be in the City of Cincinnati, County of Hamilton, State
of Ohio. The Corporation may, in addition to the aforesaid principal office,
establish and maintain an office or offices elsewhere in Delaware, Ohio or
Indiana or in such other states and places as the Board of Directors may from
time to time find necessary or desirable, at which office or offices the books,
documents, and papers of the Corporation may be kept.

                  SECTION 1.2 HEADQUARTERS. Subject to the sentence next
following, the Corporation's headquarters and executive offices, shall be
located in the City of Cincinnati, County of Hamilton, State of Ohio. The
location of the Corporation's headquarters and executive offices may be changed
from the City of Cincinnati, County of Hamilton, State of Ohio only by the
affirmative vote of 80% of the full Board of Directors of the Corporation and
not by the vote of any committee of the Board of Directors. As used in these
By-Laws, the term "the full Board of Directors" shall mean all directors then in
office together with any vacancies, however created. For the avoidance of doubt
and as an example only, if the Board of Directors consists of 17 members and two
vacancies exist, the affirmative vote of 14 of the 15 members of the
Corporation's Board of Directors then in office would be required to authorize a
change in location of the Corporation's headquarters and executive offices. The
headquarters and executive offices of the Corporation's


<PAGE>

subsidiary, PSI Energy, Inc., shall be located in the City of Plainfield,
Indiana and the headquarters and executive offices of the Corporation's
subsidiary, The Cincinnati Gas & Electric Company, shall be located in the City
of Cincinnati, Ohio.


                                   ARTICLE II

                                  STOCKHOLDERS

                  SECTION 2.1 ANNUAL MEETING. An annual meeting of stockholders
of the Corporation for the election of directors and for the transaction of any
other proper business shall be held at such time and date in each year as the
Board of Directors may from time to time determine. The annual meeting in each
year shall be held at such hour on said day and at such place within or without
the State of Delaware as may be fixed by the Board of Directors, or if not so
fixed, at the principal business office of the Corporation in the City of
Cincinnati, County of Hamilton, State of Ohio.

                  In lieu of the foregoing and at the sole discretion of the
Board of Directors, an annual meeting of stockholders of the Corporation for the
election of directors and for the transaction of any other proper business may
be held by means of remote communication (e.g., via the Internet) to the fullest
extent permitted by Section 211 of the Delaware General Corporation Law.

                  No business may be transacted at an annual meeting of
stockholders, other than business that is either: (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof); (b) otherwise properly
brought before the annual meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof); or (c) otherwise properly
brought before the annual meeting by any stockholder of the Corporation: (i) who
is a stockholder of record on the


                                       2
<PAGE>

date of the giving of the notice provided for in this Section 2.1 and on the
record date for the determination of stockholders entitled to vote at such
annual meeting; and (ii) who complies with the notice procedures set forth in
this Section 2.1.

                  In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

                  To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than ninety (90) calendar days nor more than one hundred
twenty (120) calendar days prior to the anniversary date of the immediately
preceding annual meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within thirty (30)
calendar days before or after such anniversary date, notice by the stockholder
in order to be timely must be so received not later than the close of business
on the tenth (10th) calendar day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure of the date of
the annual meeting was made, whichever first occurs.

                  To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to bring
before the annual meeting: (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting; (ii) the name and record address of such stockholder;
(iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such stockholder; (iv)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including their names)


                                       3
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in connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business; and (v) a
representation that such stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before the meeting.

                  Notwithstanding anything to the contrary in the By-Laws, no
business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2.1; provided, however, that once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 2.1 shall be deemed to preclude discussion by any
stockholder of any such business. If the presiding officer of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the presiding officer shall declare to
the meeting that the business was not properly brought before the meeting and
such business shall not be transacted.

                  SECTION 2.2 SPECIAL MEETINGS. A special meeting of the
stockholders of the Corporation entitled to vote on any business to be
considered at any such meeting may be called by the Chairman of the Board or the
President or by a majority of the members of the Board of Directors then in
office, acting with or without a meeting, or by the persons who hold 50% of all
shares outstanding and entitled to vote thereat upon notice in writing, stating
the time, place and purpose of the special meeting. The business transacted at
the special meeting shall be confined to the purposes and objects stated in the
call.

                  SECTION 2.3 NOTICE OF MEETINGS. Whenever stockholders are
required or permitted to take any action at a meeting, unless notice is waived
in writing by all stockholders entitled to vote at the meeting, a written notice
of the meeting shall be given which shall state the place, if


                                       4
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any, date and hour of the meeting, the means of remote communication, if any,
by which stockholders and proxy holders may be deemed to be present in person
and vote at such meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called.

                  In lieu of and/or in addition to the foregoing, notice of any
meeting of the stockholders of the Corporation may be given via electronic
transmission, to the fullest extent permitted by Section 232 of the Delaware
General Corporation Law. To be valid, such electronic transmission notice must
be in a form to which the stockholder has consented. Any stockholder can revoke
consent to receive notice by a form of electronic transmission by written notice
to the Corporation. Such consent shall be deemed revoked after two consecutive
electronic transmissions by the Corporation are returned as undeliverable;
provided, however, the inadvertent failure to treat any such undeliverable
notices as a revocation shall not invalidate any meeting or other action.
"Electronic transmission" shall mean any form of communication, not directly
involving the physical transmission of paper, that creates a record and that may
be retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.

                  Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any meeting shall be
given personally, by mail, or by a form of electronic transmission consented to
by the stockholder to whom notice is given, not less than 10 days nor more than
60 days before the date of the meeting to each stockholder entitled to vote at
such meeting. If mailed, notice shall be deemed given when deposited in the
mail, postage prepaid, directed to the stockholder at his or her address as it
appears on the records of the Corporation. If by a form of electronic
transmission, notice shall be deemed given when


                                       5
<PAGE>

transmitted to the stockholder in accordance with the provisions set forth
herein; provided, however, that if the electronic transmission notice is
posted on an electronic network (e.g., a website or chatroom), notice shall
be deemed given upon the later of (A) such posting and (B) the giving of
separate notice of the posting to the stockholder.

                  When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time, place, if any, thereof,
and the means of remote communications, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such adjourned meeting
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting. If, however, the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

                  SECTION 2.4 QUORUM. Except as otherwise provided by law or by
the Certificate of Incorporation or by these By-Laws in respect of the vote
required for a specified action, at any meeting of stockholders the holders of a
majority of the outstanding stock entitled to vote thereat, either present, in
person or represented by proxy, shall constitute a quorum for the transaction of
any business, but the stockholders present, although less than a quorum, may
adjourn the meeting to another time or place and, except as provided in the last
paragraph of Section 2.3 of these By-Laws, notice need not be given of the
adjourned meeting.

                  SECTION 2.5 VOTING. Whenever directors are to be elected at a
meeting, they shall be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote thereon.
Whenever any corporate action, other than the election of


                                       6
<PAGE>

directors, is to be taken by vote of stockholders at a meeting, it shall,
except as otherwise required by law or by the Certificate of Incorporation or
by these By-Laws, be authorized by the affirmative vote of the majority of
shares present in person or represented by proxy at the meeting and entitled
to vote thereon.

                  Except as otherwise provided by law, or by the Certificate of
Incorporation, each holder of record of stock of the Corporation entitled to
vote on any matter at any meeting of stockholders shall be entitled to one (1)
vote for each share of such stock standing in the name of such holder on the
stock ledger of the Corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.

                  Upon the demand of any stockholder entitled to vote, the vote
for directors or the vote on any other matter at a meeting shall be by written
ballot, but otherwise the method of voting and the manner in which votes are
counted shall be discretionary with the presiding officer at the meeting.

                  SECTION 2.6 PRESIDING OFFICER AND SECRETARY. At every meeting
of stockholders, and where the offices of the Chairman of the Board and the
Chief Executive Officer are held by different individuals, the Chief Executive
Officer, or, in his or her absence, the Chairman of the Board, or, in his or her
absence, the appointee of the meeting, shall preside. The Secretary, or, in his
or her absence, an Assistant Secretary, or if none be present, the appointee of
the presiding officer of the meeting, shall act as secretary of the meeting. The
presiding officer shall have the authority to make all rules regarding the
conduct of any meeting including, but not limited to, setting the agenda and/or
determining the proper order of business, making arrangements with respect to
matters of safety and security, determining reserved seating arrangements for
certain


                                       7
<PAGE>

stockholders and/or others in attendance, establishing guidelines or
procedures for participation by stockholders and/or others in attendance, and
making any determination with respect to possible adjournment and/or
postponement.

                  SECTION 2.7 PROXIES. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for him
or her by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Every proxy
shall be signed by the stockholder or by his duly authorized attorney. A
stockholder may authorize another person or persons to act for him as proxy by
transmitting or authorizing the transmission of a telegram, cablegram, or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission if such transmission is submitted with information
from which it may be determined that the transmission was authorized by the
stockholder.

                  SECTION 2.8 LIST OF STOCKHOLDERS. The officer who has charge
of the stock ledger of the Corporation shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, for a period of at least 10 days prior
to the meeting: (i) on a reasonably accessible electronic network, provided that
the information required to gain access to such list is provided with the notice
of the meeting, or (ii) during ordinary business hours, at the principal


                                       8
<PAGE>

place of business of the Corporation. If the meeting is to be held at a
place, the list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                  If any meeting of the Corporation's stockholders is to be held
solely by means of remote communications (e.g., the Internet), the list must be
made available to the stockholders during the entire meeting on a reasonably
accessible electronic network. The notice of meeting must provide information by
which the stockholder can gain access to the electronic list.

                  The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.


                                   ARTICLE III

                                    DIRECTORS

                  SECTION 3.1 NUMBER OF DIRECTORS. The Board of Directors shall
consist of a number of directors not less than seven (7) and not more than
twenty-three (23) as determined by a vote of not less than 75% of the full Board
of Directors ("Supermajority Vote"). Any such determination made by the Board of
Directors shall continue in effect unless and until changed by the Board of
Directors by Supermajority Vote, but no such change shall affect the term of any
director then in office.

                  SECTION 3.2 ELECTION AND TERM OF DIRECTORS. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors. Except as may be required by applicable law, no person
who is, at the time of nomination, 70 years of age or older


                                       9
<PAGE>

shall be eligible for election as a director. Nominations of persons as
candidates for election as directors of the Corporation may be made at a
meeting of stockholders (i) by or at the direction of the Board of Directors
acting by Supermajority Vote (or by a unanimous vote of the remaining
directors if a Supermajority Vote is not obtainable because the number of
vacancies on the Board of Directors); or (ii) by any stockholder of the
Corporation entitled to vote for the election of directors at such meeting
who complies with the notice procedures set forth herein. Any nomination
other than those governed by clause (i) of the preceding sentence shall be
made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal office of the Corporation in the State
of Ohio not less than 50 days prior to the meeting; provided, however, that
if less than 60 days' notice or prior public disclosure of the date of the
meeting is given to stockholders or made public, to be timely notice by a
stockholder must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made. Such stockholder's notice to
the Secretary shall set forth: (a) as to each person whom the stockholder
proposes to nominate for election as director: (i) the name, age, business
address, and residence address of such person; (ii) the principal occupation
or employment of such person; (iii) the class and number of any shares of
capital stock of the Corporation that are beneficially owned by such person;
and (iv) any other information relating to such person that is required to be
disclosed in solicitations for proxies for the election of directors pursuant
to any then existing rules or regulations promulgated under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder giving
notice: (i) the name and record address of such stockholder; (ii) the class
and number of shares of capital stock of


                                       10
<PAGE>

the Corporation that are beneficially owned by such stockholder, and (iii)
the period of time such stockholder has held such shares. The Corporation may
require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director. No person otherwise eligible
for election as a director shall be eligible for election as a director
unless nominated as set forth herein.

                  Commencing on October 24, 1994 (the "Classification Date") of
the Board of Directors of the Corporation, the terms of office of the Board of
Directors shall be divided into three (3) classes, Class I, Class II and Class
III, as determined by the Board of Directors. All classes shall be as nearly
equal in number as possible.

                  The terms of office of directors classified shall be as
follows: (1) that of Class I shall expire at the annual meeting of stockholders
that occurs within the first year after the Classification Date, (2) that of
Class II shall expire at the annual meeting of stockholders that occurs within
the second year after the Classification Date, and (3) that of Class III shall
expire at the annual meeting of stockholders that occurs within the third year
after the Classification Date. At each annual meeting of stockholders after the
Classification Date, the successors to directors whose terms shall expire shall
be elected to serve from the time of election and qualification until the third
annual meeting following election and until a successor shall have been elected
and qualified or until his earlier resignation, removal from office or death. As
being under 70 years of age constitutes a continuing qualification for service
on the Board of Directors, any director who reaches the age of 70 years while in
office shall, except as limited by applicable law, promptly resign from the
Corporation's Board of Directors.

                  SECTION 3.3 VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
Vacancies and newly


                                       11

<PAGE>

created directorships resulting from any increase in the authorized number of
directors may be filled by election at a meeting of stockholders. Except as
otherwise provided by law, and notwithstanding the provision of Section 3.6,
the remaining directors, whether or not constituting a majority of the whole
authorized number of directors, may, by not less than a Supermajority Vote
(or by a unanimous vote of the remaining directors if a Supermajority Vote is
not obtainable because of the number of vacancies on the Board of Directors)
fill any vacancy in the Board, however arising, for the unexpired term
thereof. Any person elected to fill a vacancy in the Board shall hold office
until the expiration of the term of office for the class to which he or she
is elected and until a successor is elected and qualified or until his or her
earlier resignation, removal from office or death.

                  SECTION 3.4 RESIGNATION. Any director may resign at any time
upon notice given in writing or by electronic transmission to the Corporation.
Any such resignation shall take effect at the time specified therein or, if the
time be not specified, upon receipt thereof, and the acceptance of such
resignation, unless required by the terms thereof, shall not be necessary to
make such resignation effective.

                  SECTION 3.5 MEETINGS. Meetings of the Board of Directors,
regular or special, may be held at any place within or without the State of
Delaware. Members of the Board of Directors, or of any committee designated by
the Board, may participate in a meeting of such Board or committee by means of
conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by such means shall constitute presence in person at such meeting. An
annual meeting of the Board of Directors shall be held within 10 days after each
annual election of directors. If such


                                       12

<PAGE>

election occurs at an annual meeting of stockholders, the annual meeting of
the Board of Directors shall be held at such time and place as shall be
specified by the Board, and no notice thereof need be given. The Board of
Directors may fix times and places for regular meetings of the Board and no
notice of such meetings need be given. A special meeting of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
Chief Executive Officer, the President or by the written request of a
majority of the members of the Board of Directors, at such time and place as
shall be specified in the notice or waiver thereof. Notice of each special
meeting shall be given by the Secretary or by a person calling the meeting to
each director in writing, through the mail, or personally served or by
telephone, telecopy, telegram, cablegram or radiogram, or via any form of
electronic transmission, in each such case within such time frame as the
person calling the meeting shall deem appropriate, and such notice shall be
deemed to be given at the time when the same shall be transmitted.

                  SECTION 3.6 QUORUM AND VOTING. A majority of the full Board of
Directors shall constitute a quorum for the transaction of business, but, if
there be less than a quorum at any meeting of the Board of Directors, a majority
of the directors present may adjourn the meeting from time to time, and no
further notice thereof need be given other than announcement at the meeting
which shall be so adjourned. Except as otherwise provided by law, by the
Certificate of Incorporation, or by these By-Laws (including, without
limitation, where any Supermajority Vote or any other vote in excess of a
majority is required), the vote of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

                  SECTION 3.7 WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING.
Any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee


                                       13

<PAGE>

thereof may be taken without a meeting if all members of the Board or of such
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmissions are
filed with the minutes of proceedings of the Board or committee.

                  SECTION 3.8 COMPENSATION. Each director of the Corporation
(other than directors who are salaried officers of the Corporation or any of its
subsidiaries) shall be entitled to receive as compensation for services such
reasonable compensation, which may include pension, disability and death
benefits, as may be determined from time to time by the Board of Directors.
Reasonable compensation may also be paid to any person other than a director
officially called to attend any such meeting.

                  SECTION 3.9 CONTRACTS AND TRANSACTIONS INVOLVING DIRECTORS. No
contract or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board of Directors or committee
thereof which authorizes the contract or transaction, or solely because his, her
or their votes are counted for such purpose, if: (1) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his or her relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction


                                       14

<PAGE>

is specifically approved in good faith by vote of the stockholders; or (3)
the contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

                  SECTION 4.1 APPOINTMENT AND POWERS. The Board of Directors
may, by resolution adopted by a majority of the Board, designate from time to
time (subject to Article V hereof) no less than three (3) and no more than six
(6) of their number to constitute an Executive Committee, and may delegate to
such committee power to authorize the seal of the Corporation to be affixed to
all papers which may require it and to exercise in the intervals between the
meetings of the Board of Directors the powers of the Board in the management of
the business and affairs of the Corporation to the fullest extent permitted by
Section 141(c)(1) of the Delaware General Corporation Law; provided, however,
that the Executive Committee shall not have the power or authority to take any
action for which a Supermajority Vote or other vote in excess of a majority of
the Board of Directors is required. Each member of the Executive Committee shall
continue to be a member thereof only during the pleasure of a majority of the
full Board of Directors.

                  The Executive Committee may act by a majority of its members
at a meeting or by a writing signed by all of its members.

                  All action by the Executive Committee shall be reported to the
Board of Directors at


                                       15

<PAGE>

its meeting next succeeding such action.

                  Non-employee members of such Executive Committee shall be
entitled to receive such fees and compensation as the Board of Directors may
determine.

                  The Board of Directors may also appoint a Finance Committee, a
Corporate Governance Committee, an Audit Committee, a Public Policy Committee
and a Compensation Committee and may also appoint such other standing or
temporary committees from time to time as they may see fit, delegating to such
committees all or any part of their own powers (subject to the provisions of
these By-Laws); provided, however, that any compensation or benefits to be paid
to an executive officer who is also a director must be approved by the Board of
Directors. The members of such committees shall be entitled to receive such fees
as the Board may determine.

                  The Board of Directors shall not amend, modify, vary or waive
any of the terms of the Amended and Restated Agreement and Plan of
Reorganization by and among The Cincinnati Gas & Electric Company, PSI
Resources, Inc., PSI Energy, Inc., the Corporation, Cinergy Corp., an Ohio
corporation, and Cinergy Sub, Inc. dated as of December 11, 1992, as amended and
restated as of July 2, 1993 and as of September 10, 1993 and as further amended
as of June 20, 1994, as of July 26, 1994 and as of September 30, 1994 (the
"Merger Agreement") other than by a Supermajority Vote of the Board of
Directors.

                                    ARTICLE V

                         OFFICERS, AGENTS AND EMPLOYEES

                  SECTION 5.1 APPOINTMENT AND TERM OF OFFICE. The executive
officers of the Corporation, shall consist of a Chairman of the Board, a
Vice-Chairman, a Chief Executive


                                       16

<PAGE>

Officer, a President, one or more Vice-Presidents, a Secretary, a Treasurer
and a Comptroller, all of whom shall be elected by the Board of Directors by
a Supermajority Vote, and shall hold office for one (1) year and until their
successors are chosen and qualified. Any number of such offices may be held
by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity. Any vacancy occurring in the office of
the Chairman, Chief Executive Officer or President shall be filed by
Supermajority Vote of the Board of Directors. The Chairman, Chief Executive
Officer or President shall be subject to removal without cause only by
Supermajority Vote of the Board of Directors at a special meeting of the
Board of Directors called for that purpose.

                  The Board of Directors may appoint, and may delegate power to
appoint, such other non-executive officers, agents and employees as it may deem
necessary or proper, who shall hold their offices or positions for such terms,
have such authority and perform such duties as may from time to time be
determined by or pursuant to authorization of the Board of Directors.

                  SECTION 5.2 THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall be a director and shall preside at all meetings of the Board of
Directors and, in the absence or inability to act of the Chief Executive
Officer, meetings of stockholders and shall, subject to the Board's direction
and control, be the Board's representative and medium of communication, and
shall perform such other duties as may from time-to-time be assigned to the
Chairman of the Board by Supermajority Vote of the Board of Directors. The
Chairman of the Board shall direct the long-term strategic planning process of
the Corporation and shall also lend his or her expertise to the President, as
may be requested from time-to-time by the President. The Chairman shall be a
member of the Executive Committee.


                                       17

<PAGE>

                  SECTION 5.3 VICE-CHAIRMAN. The Vice-Chairman of the Board
shall be a director and shall preside at meetings of the Board of Directors in
the absence or inability to act of the Chairman of the Board or meetings of
stockholders in the absence or inability to act of the Chief Executive Officer
and the Chairman of the Board. The Vice-Chairman shall perform such other duties
as may from time-to-time be assigned to him or her by Supermajority Vote of the
Board of Directors. The Vice-Chairman shall be a member of the Executive
Committee and may be a member of such other committees of the Board as it shall
from time to time deem appropriate.

                  SECTION 5.4 CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be a director and shall preside at all meetings of the
stockholders, and, in the absence or inability to act of the Chairman of the
Board and the Vice-Chairman, meetings of the Board of Directors, and shall
submit a report of the operations of the Corporation for the fiscal year to the
stockholders at their annual meeting and from time-to-time shall report to the
Board of Directors all matters within his or her knowledge which the interests
of the Corporation may require be brought to their notice. The Chief Executive
Officer shall be the chairman of the Executive Committee and ex officio a member
of all standing committees. Where the offices of President and Chief Executive
Officer are held by different individuals, the President will report directly to
the Chief Executive Officer.

                  SECTION 5.5 THE PRESIDENT. The President shall be the chief
operating officer of the Corporation. The President shall have general and
active management and direction of the affairs of the Corporation, shall have
supervision of all departments and of all officers of the Corporation, shall see
that the orders and resolutions of the Board of Directors and of the Executive
Committee are carried into effect, and shall have the general powers and duties
of supervision and management usually vested in the office of President of a
corporation. All corporate officers and


                                       18

<PAGE>

functions except those reporting to the Chairman of the Board or the Chief
Executive Officer shall report directly to the President.

                  SECTION 5.6 THE VICE-PRESIDENTS. The Vice-Presidents shall
perform such duties as the Board of Directors shall, from time to time, require.
In the absence or incapacity of the President, the Vice President designated by
the President or Board of Directors or Executive Committee shall exercise the
powers and duties of the President.

                  SECTION 5.7 THE SECRETARY. The Secretary shall attend all
meetings of the Board of Directors, of the Executive Committee and any other
committee of the Board of Directors and of the stockholders and act as clerk
thereof and record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform like duties for the standing committees
when required.

                  The Secretary shall keep in safe custody the seal of the
Corporation and, whenever authorized by the Board of Directors or the Executive
Committee, affix the seal to any instrument requiring the same.

                  The Secretary shall see that proper notice is given of all the
meetings of the stockholders of the Corporation and of the Board of Directors
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors, the Chairman, the Chief Executive Officer, or the
President.

                  Assistant Secretaries. At the request of the Secretary, or in
his or her absence or inability to act, the Assistant Secretary or, if there be
more than one, the Assistant Secretary designated by the Secretary, shall
perform the duties of the Secretary and when so acting shall have all the powers
of and be subject to all the restrictions of the Secretary. The Assistant
Secretaries


                                       19

<PAGE>

shall perform such other duties as may from time to time be assigned
to them by the President, the Secretary, or the Board of Directors.

                  SECTION 5.8 THE TREASURER. The Treasurer shall be the
financial officer of the Corporation, shall keep full and accurate accounts of
all collections, receipts and disbursements in books belonging to the
Corporation, shall deposit all moneys and other valuables in the name and to the
credit of the Corporation, in such depositories as may be directed by the Board
of Directors, shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, the Chairman, the Chief Executive Officer, or the
President, taking proper vouchers therefor, and shall render to the President,
the Chief Executive Officer, the Chairman, and/or directors at all regular
meetings of the Board, or whenever they may require it, and to the annual
meeting of the stockholders, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation.

                  The Treasurer shall also perform such other duties as the
Board of Directors, the Chairman, the Chief Executive Officer, or the President
may from time to time require.

                  If required by the Board of Directors the Treasurer shall give
the Corporation a bond in a form and in a sum with surety satisfactory to the
Board of Directors for the faithful performance of the duties of his or her
office and the restoration to the Corporation in the case of his or her death,
resignation or removal from office of all books, papers, vouchers, money and
other property of whatever kind in his or her possession belonging to the
Corporation.

                  Assistant Treasurers. At the request of the Treasurer, or in
his or her absence or inability to act, the Assistant Treasurer or, if there be
more than one, the Assistant Treasurer designated by the Treasurer, shall
perform the duties of the Treasurer and when so acting shall


                                       20

<PAGE>

have all the powers of and be subject to all the restrictions of the
Treasurer. The Assistant Treasurers shall perform such other duties as may
from time to time be assigned to them by the President, the Treasurer, or the
Board of Directors.

                  SECTION 5.9 THE COMPTROLLER. The Comptroller shall have
control over all accounts and records of the Corporation pertaining to
moneys, properties, materials and supplies. He or she shall have executive
direction over the bookkeeping and accounting departments and shall have
general supervision over the records in all other departments pertaining to
moneys, properties, materials and supplies. He or she shall have such other
powers and duties as are incident to the office of Comptroller of a
corporation and shall be subject at all times to the direction and control of
the Board of Directors, the Chairman, the Chief Executive Officer, the
President, or a Vice President.

                  Assistant Comptrollers. At the request of the Comptroller,
or in his or her absence or inability to act, the Assistant Comptroller or,
if there be more than one, the Assistant Comptroller designated by the
Comptroller, shall perform the duties of the Comptroller and when so acting
shall have all the powers of and be subject to all the restrictions of the
Comptroller. The Assistant Comptrollers shall perform such other duties as
may from time to time be assigned to them by the President, the Comptroller,
or the Board of Directors.

                  SECTION 5.10 RESIGNATION, COMPENSATION AND BOND. Any
resignation from office by any officer of the Corporation also shall be
deemed, to the extent applicable, to be a resignation from any similar office
held by such resigning officer at any affiliate or subsidiary of the
Corporation, unless otherwise expressly provided for within the resigning
officer's letter of resignation. The compensation of the officers of the
Corporation shall be fixed by the


                                       21
<PAGE>


Compensation Committee of the Board of Directors or, in lieu of the
Compensation Committee, by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his or her
control. The Corporation may secure the fidelity of any or all of its
officers, agents or employees by bond or otherwise.


                                   ARTICLE VI

                                 INDEMNIFICATION

                  SECTION 6.1  INDEMNIFICATION OF DIRECTORS, OFFICERS,
                               EMPLOYEES AND AGENTS.

                  (A) Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than any action or suit by or in the right of the Corporation) by reason of
the fact that he or she is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (specifically including employee
benefit plans), shall be indemnified by the Corporation, if, as and to the
extent authorized by applicable law, against expenses (specifically including
attorney's fees), judgments, fines (specifically including any excise taxes
assessed on a person with respect to an employee benefit plan) and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with the defense or settlement of such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The termination of any
action, suit or proceeding by


                                       22
<PAGE>


judgment, order, settlement, or conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner he or she reasonably believed to be
in and not opposed to the best interests of the Corporation and, with respect
to any criminal action or proceeding, he or she had no reasonable cause to
believe his or her conduct was unlawful.

                  (B) The Corporation shall, to the extent not prohibited by
applicable law, indemnify or agree to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Corporation or is or was serving
at the request of the Corporation as a director, trustee, officer, employee,
or agent of another corporation, domestic or foreign, non-profit or
for-profit, partnership, joint venture, trust or other enterprise
(specifically including employee benefit plans), against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
with the defense or settlement of such action or suit if he or she acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation; provided that, no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

                  (C) To the extent that a director or officer of the
Corporation has been successful on

                                       23
<PAGE>


the merits or otherwise in defense of any action, suit, or proceeding
referred to in the paragraphs (A) or (B) of this Section, or in defense of
any claim, issue, or matter therein, he or she shall be indemnified against
expenses, specifically including attorneys' fees, actually and reasonably
incurred by him or her in connection therewith.

                  (D) Any indemnification under Paragraphs (A) and (B) of
this Section, unless ordered by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in such Paragraphs (A) and (B). Such determination shall be made as
follows: (1) by a majority vote of the Board of Directors, even if less than
a quorum, consisting of directors who were not parties to such action, suit,
or proceeding; (2) by a committee of such directors designated by a majority
vote of such directors, even if less than a quorum; (3) if the quorum
described in (D)(1) of this Section is not obtainable or, even if obtainable
a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or (4) by the stockholders.

                  SECTION 6.2 ADVANCES FOR LITIGATION EXPENSES. Expenses
(including attorneys' fees) incurred by a director, officer, employee, or
agent of the Corporation in defending any civil, criminal, administrative or
investigative action, suit or proceeding, shall be paid by the Corporation as
they are incurred in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director,
officer, employee, or agent: (1) to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article VI; and (2) to cooperate reasonably with the
Corporation concerning the action, suit or proceeding.


                                       24
<PAGE>


                  SECTION 6.3 INDEMNIFICATION NONEXCLUSIVE. The indemnification
provided by this Article shall not be exclusive of and shall be in addition to
any other rights granted to those seeking indemnification under the Certificate
of Incorporation, these By-Laws, any agreement, any vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office and
shall continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

                  SECTION 6.4 INDEMNITY INSURANCE. The Corporation may
purchase and maintain insurance or furnish similar protection, including but
not limited to trust funds, letters of credit, or self-insurance, on behalf
of or for any person who is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enterprise, against any liability asserted against him or her
and incurred by him or her in any such capacity, or arising out of his or her
status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under this Article. Insurance may
be purchased from or maintained with a person in which the Corporation has a
financial interest.

                  SECTION 6.5 DEFINITIONS. For purposes of this Article: (1)
a person who acted in good faith and in a manner he or she reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall conclusively be deemed to have acted in a manner
"not opposed to the best interests of the Corporation"; (2) a person shall be
deemed to have acted in "good faith" and in a manner he reasonably believed
to be in or not opposed to the best


                                       25
<PAGE>


interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was
unlawful, if his action is based on the records or books of account of the
Corporation or another enterprise, or on information supplied to him by the
officers of the Corporation or another enterprise in the course of their
duties, or on the advice of legal counsel for the Corporation or another
enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care
by the Corporation or another enterprise; (3) the term "another enterprise"
as used in this Article VI shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent; and (4) references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger, which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
employees, and agents.


                                   ARTICLE VII

                                  COMMON STOCK

                  SECTION 7.1 CERTIFICATES. Certificates for stock of the
Corporation shall be in such form as shall be approved by the Board of
Directors and shall be signed in the name of the Corporation by the Chairman
or the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. Such certificates may
be sealed with the seal of the Corporation or a facsimile thereof. Any of or
all the signatures on a certificate


                                       26
<PAGE>


may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same
effect as if he or she were such officer, transfer agent or registrar at the
date of issue.

                  SECTION 7.2 TRANSFERS OF STOCK. Transfers of stock shall be
made only upon the books of the Corporation by the holder, in person or by
duly authorized attorney, and on the surrender of the certificate or
certificates for such stock properly endorsed. The Board of Directors shall
have the power to make all such rules and regulations, not inconsistent with
the Certificate of Incorporation and these By-Laws and the law, as the Board
of Directors may deem appropriate concerning the issue, transfer and
registration of certificates for stock of the Corporation. The Board of
Directors or the Finance Committee may appoint one (1) or more transfer
agents or registrars of transfers, or both, and may require all stock
certificates to bear the signature of either or both.

                  SECTION 7.3 LOST, STOLEN OR DESTROYED CERTIFICATES. The
Corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Corporation may require the owner of the lost, stolen or destroyed
certificate or his or her legal representative to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or
the issuance of any such new certificate. The Board of Directors may require
such owner to satisfy other reasonable requirements.

                  SECTION 7.4 STOCKHOLDER RECORD DATE. (A) In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any


                                       27
<PAGE>


adjournment thereof, the Board of Directors may fix a record date, which
record date shall not be more than sixty (60) nor less than ten (10) days
before the date of such meeting.

                  If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.

                  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; providing, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

                  (B) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than ten days after the date upon which the resolution fixing the record date
is adopted by the Board of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by law, shall be the first date
on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the Corporation by delivery to its registered
office in this State, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors


                                       28
<PAGE>


and prior action by the Board of Directors is required by law, the record
date for determining stockholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolutions taking such prior action.

                  (C) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

                  SECTION 7.5 BENEFICIAL OWNERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by law.







                                       29
<PAGE>


                                  ARTICLE VIII

                                      SEAL

                  SECTION 8.1 SEAL. The seal of the Corporation shall be
circular in form and shall bear, in addition to any other emblem or device
approved by the Board of Directors, the name of the Corporation, the year of
its incorporation and the words "Corporate Seal" and "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced.


                                   ARTICLE IX

                                WAIVER OF NOTICE

                  SECTION 9.1 WAIVER OF NOTICE. Whenever notice is required to
be given by statute, or under any provision of the Certificate of Incorporation
or these By-Laws, a written waiver thereof, signed by the person entitled to
notice, or a waiver by electronic transmission by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. In the case of a stockholder, such waiver of notice may be signed by
such stockholder's attorney or proxy duly appointed in writing. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors or members of a committee of directors need be specified in any
written waiver of notice or any waiver by electronic transmission.


                                       30
<PAGE>


                                    ARTICLE X

                                   FISCAL YEAR

                  SECTION 10.1 FISCAL YEAR. The Fiscal Year of the
Corporation shall begin on the first day of January and terminate on the
thirty-first day of December each year.


                                   ARTICLE XI

                             CONTRACTS, CHECKS, ETC.

                  SECTION 11.1 CONTRACTS, CHECKS, ETC. The Board of Directors
or the Finance Committee may by resolution adopted at any meeting designate
officers of the Corporation who may in the name of the Corporation execute
contracts, checks, drafts, and orders for the payment of money in its behalf
and, in the discretion of the Board of Directors or the Finance Committee,
such officers may be so authorized to sign such contracts or checks singly
without the necessity of counter-signature.


                                   ARTICLE XII

                                   AMENDMENTS

                  SECTION 12.1 AMENDMENTS. Except as set forth below, these
By-Laws may be amended or repealed by the Board of Directors or by the
affirmative vote of the holders of a majority of the issued and outstanding
common stock of the Corporation, or by the unanimous written consent of the
holders of the issued and outstanding common stock of the Corporation.


                                       31
<PAGE>


                  Notwithstanding the foregoing paragraph, the affirmative
vote of the holders of at least 80% of the issued and outstanding shares of
common stock of the Corporation shall be required to amend, alter or repeal,
or adopt any provision inconsistent with, the requirements of Section 2.2,
Section 3.1, Section 3.2, Section 3.3 or this paragraph of Section 12.1 of
these By-Laws, in addition to any requirements of law and any provisions of
the Certificate of Incorporation, any By-law, or any resolution of the Board
of Directors adopted pursuant to the Certificate of Incorporation (and
notwithstanding that a lesser percentage may be specified by law, the
Certificate of Incorporation, these By-Laws, such resolution, or otherwise).

                  Notwithstanding any of the foregoing, the affirmative vote
of a majority of the holders of the issued and outstanding common stock of
the Corporation shall be required to amend, alter or repeal, or adopt any
provision inconsistent with (i) any provision of these By-Laws requiring a
Supermajority Vote of the Board of Directors (including this provision of
Section 12.1) or (ii) the responsibilities of the Chief Executive Officer or
President as set forth in Section 5.4 or Section 5.5, and the Board of
Directors shall not recommend any such amendment to such provisions to the
stockholders unless the proposed amendment is approved by the Board of
Directors acting by Supermajority Vote.







                                       32
<PAGE>


                                  ARTICLE XIII

                                    DIVIDENDS

                  SECTION 13.1 DIVIDENDS. Dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, and may be paid in cash, in property, or in shares of the capital
stock. Before payment of any dividend, there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.






























                                       33